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Houlihan Lokey 12 th Annual Global Industrials Conference Michael Wilson, President & CEO May 18, 2017

Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

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Page 1: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Houlihan Lokey12th Annual Global Industrials Conference

Michael Wilson, President & CEO

May 18, 2017

Page 2: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

DisclaimerThis presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements generally include the words “may,” “could,” “should,” “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” “forecast,” “prospect,” “potential” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; and markets for securities. Like other businesses, Ingevity is subject to risks and uncertainties that could cause its actual results to differ materially from its expectations or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, general economic and financial conditions; international sales and operations; currency exchange rates and currency devaluation; compliance with U.S.and foreign regulations; attracting and retaining key personnel; conditions in the automotive market; worldwide air quality standards; government infrastructure spending; declining volumes in the printing inks market; the limited supply of crude tall oil (“CTO”); lack of access to sufficient CTO; access to and pricing of raw materials; competition from producers of substitute products and new technologies; a prolonged period of low energy prices; the provision of services by third parties at severalfacilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, floods, fires; other unanticipatedproblems such as labor difficulties including renewal of collective bargaining agreements, equipment failure or unscheduled maintenance and repair; protection of intellectual property and proprietary information; information technology security risks; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies and the chemicals industry; and lawsuits arising out of environmental damage or personal injuries associated with chemical orother manufacturing processes. These and other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are and will be more particularly described in our filings with the U.S. Securities and Exchange Commission, including our Form 10 Registration Statement and periodic filings. Readers are cautioned not to place undue reliance on Ingevity’s projections and forward-looking statements, which speak only as the date thereof. Ingevity undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this presentation, or to update them to reflect events or circumstances occurring after the date of this presentation.

Non-GAAP Financial Measures

This presentation includes certain non‐GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided within the Appendix to this presentation. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided.

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Page 3: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Company Overview

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Page 4: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Performance Materials

Performance Chemicals

2016 Sales $301.0 million $148.8 million $58.5 million $400.0 million

2016 Segment EBITDA (1) $123.3 million $79.1 million

Est. Market Size

$3B $800M - $1B $2B $3 - 5B

Market Position

#1 in automotive #1 or #2 Top tier #1 or #2

Applications Automotive

Process purification

Pavement preservation

Recycling

Evotherm® technologies

Well Service Additives

Production and Downstream

Adhesives

Agrochemicals

Lubricants

Inks

Intermediates

Select Competitors

Select Customers

Carbon TechnologiesPavement

TechnologiesOilfield Technologies

Leading Global End-Market Positions

Source: Company information Form 10 filed April 25, 2016 and Form 10-K filed March 2, 2017Note: (1) Please see appendices included at the end of this presentation for Ingevity's use of non-GAAP financial measures, definitions of those

financial measures as well as the reconciliation to the nearest GAAP financial measure

Industrial Specialties

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Georgia Pacific

Page 5: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Performance Chemicals

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Page 6: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Biorefinery

DerivativeProducts

Pavement preservation

Evotherm (warm mix asphalt)

Asphalt recycling

Oil well service additives

Oil production & downstream chemicals

Rubber emulsifiers

Lubricants

Intermediates

Adhesives

Inks

Paper size

Rubber emulsifiers

Renewable Forests Tall Oil Fatty Acid

IntermediateProducts

Distilled Tall Oil

Tall Oil Rosin

(“CTO”)

Strategic Focus on Value-Added Derivative Products and Technologies

Source: Company information6

Page 7: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Aggregate

SupplierLiquid

Asphalt

Supplier

Asphalt Plant Paving Contractor Government

Agencies

Ingevity

Additives

Pavement TechnologiesCapitalizing on Growing Global Infrastructure Spending

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Source: Company information

Page 8: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Source: Form 10(1) Midpoint of 45-55% range

Crude Tall Oil (CTO) is primary raw material for Performance Chemicals

Most CTO supply is under contract

Ingevity will source ~50%1 from WestRock and ~50% from other providers

Attractive 10+ year supply agreement

Market-based pricing

100% of CTO output from current WestRock kraft mills

Industry Landscape

WestRock Supply Agreement

Long-Term, Secure CTO Supply

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Page 9: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Performance Materials

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Page 10: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

25-35 grams/day

1970–80s technology / 0.5-1.0LOne Day Parking

1990s technology / 2.0-3.0L• multi-day parking & running loss• plus refueling

Modern technology“Near Zero”2.0-3.0L + scrubber

India - China - Europe Japan - Brazil - S. Korea

US / Canada

California (PZEV)

Control TechnologyEmission Sources and Impact

Products That Enable Regulatory Compliance

Approximately 75 to 80 percent of the world’s

gasoline vehicles are using early 1970 - 1980s

level of emissions control

Parking

13 grams/

hrdriving

Running loss

75 ml / refueling Refueling

Source: Company information and Form 10; IHS

+

+

=

10

8M Gallons per day “back in

tank”

Page 11: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Regulatory Phase In Estimates

Region / Regulation2015

Vehicle Sales (M)(3)

2016 2017 2018 2019 2020 2021 2022

US (1) & Canada (2) / Tier 3 18.7 20% (3) 40% (1) 60% (1) 60% (1) 80% (1) 80% (1) 100% (1)

South Korea (3) / Tier 3 1.5 - - 30% (3) 30% (3) 80% (3) 80% (3) 100% (3)

China (4) / Tier 2 22.3 - - Potential early adoption(4) 100% (4) 100% (4)

Brazil (3) / Tier 2 2.3 - - - Potential (3)

Japan (3) / Tier 2 4.7 - - - - Potential (3)

Europe (5) / Multi Day Parking

7.7 - - Potential early adoption (5) 100% (5) 100% (5) 100% (5)

(1) US GPO http://www.ecfr.gov/cgi-bin/text-idx?SID=6ae2f41b2a9589ec78e360496ed3c15e&mc=true&node=se40.19.86_11813_617&rgn=div8; Percent phase in by year based on vehicle model year

(2) Canada Justice Laws http://laws-lois.justice.gc.ca/PDF/SOR-2003-2.pdf; Percent phase in by year based on vehicle model year(3) Ingevity Management estimate based on company information, IHS, and regulatory discussions in specific country / region(4) Beginning July 1, 2020, all new vehicles registered need to be compliant with the new evaporative emissions standards per Ingevity Management’s

understanding of the China 6 regulation published December 23, 2016; Ingevity Management expects potential adoption phase in calendar year 2018 / 2019

(5) Beginning September 1, 2019, all new vehicles registered need to be compliant with the new evaporative emissions standards per Ingevity Management’s understanding of new European published regulations; Ingevity Management expects potential early adoption in calendar year 2018 / 2019

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Page 12: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Global Gasoline Vapor Emission Control Opportunity

SOURCE: Company data and estimates

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Page 13: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Outlook

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Page 14: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Outlook: 2017Performance Chemicals Expect continued price

pressure in industrial specialties, partially offset by modest volume growth

Potential uptick in oilfield volumes, however, pricing remains under pressure

Growth in pavement sales led by continued adoption of Evotherm® warm mix asphalt technology in U.S.; EMEA to grow from small base; China expected to be flat

CTO contracts are set; benefits weighted to back half

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Page 15: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Activated Carbon Canisters Honeycomb Scrubbers

Mark

et

Dri

vers

Short-Term Short-Term

Global auto production (2–3 percent) NAFTA expected to be flat

U.S. & Canada auto production U.S. & Canada Tier 3 and LEV III regulation

• 40% implementation completed

Long-Term Long-Term

China 6• Volume increase / favorable mix shift• 100% implementation by July 2020• Could see impacts by 2018 / 2019Euro 6c• Volume increase / favorable mix shift• 100% implementation by Sept. 2019• Should see impacts by 2018

U.S. & Canada Tier 3 and LEV III• 60% implementation for 2018 models• 80% implementation for 2020 models• 100% implementation for 2022 models

Covington, Va. Wickliffe, Ky.

Wujiang, China Zhuhai, China

70/30 Joint Venture in Waynesboro, Ga.(Expanding capacity to triple production)

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Outlook: 2017 and BeyondPerformance Materials

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Page 17: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Appendix

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Page 18: Houlihan Lokey th Annual Global Industrials Conference€¦ · Well Service Additives Production and Downstream Adhesives Agrochemicals Lubricants Inks Intermediates Select Competitors

Non-GAAP Financial MeasuresIngevity has presented certain financial measures, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP. These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. The company believes these non-GAAP measures provide investors, potential investors, securities analysts and others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial performance and projected future results.

Ingevity uses the following non-GAAP measures:

Adjusted earnings (loss) is defined as net income (loss) attributable to Ingevity stockholders plus restructuring and other (income) charges, separation costs, and the income tax expense (benefit) on those items.

Diluted adjusted earnings (loss) per share is defined as diluted earnings (loss) per common share attributable to Ingevity stockholders plus restructuring and other (income) charges per share, separation costs per share, and the income tax expense (benefit) per share on those items.

Adjusted EBITDA is defined as net income (loss) plus provision for income taxes, interest expense, depreciation and amortization, separation costs and restructuring and other (income) charges.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Net Sales

Segment EBITDA is defined as segment operating profit plus depreciation and amortization.

Segment EBITDA Margin is defined as Segment EBITDA divided by Net Sales.

The Company also uses the above financial measures as the primary measures of profitability used by managers of the business and its segments. In addition, the Company believes Adjusted EBITDA, Adjusted EBITDA Margin, Segment EBITDA and Segment EBITDA Margin are useful measures because they exclude the effects of financing and investment activities as well as non-operating activities. These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another. Reconciliations of these non-GAAP financial measures are set forth within the following pages.18

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Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (Non-GAAP)

Reconciliation of Segment Operating Profit (GAAP) to Segment EBITDA (Non-GAAP)